Exhibit 4.10


 


Allen &
Overy LLP


 


SEVENTH SUPPLEMENTAL
INDENTURE


 


among


 


AEGON N.V.,


as issuer


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,


as trustee


 


and


 


CITIBANK, N.A.,


as paying agent and transfer agent


 


dated as of November 27, 2009


 


to the Indenture among


 


AEGON N.V.,


 


AEGON FUNDING COMPANY LLC,


 


and


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A. (as successor in interest to Citibank, N.A.),


as trustee


 


dated as of October 11, 2001


 


$500,000,000 principal amount of 4.625%
Senior Notes due 2015


 

















 


CONTENTS


 


	
  Article

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions

  	
  2

  
	
  2.

  	
  General Terms and Conditions of the Notes

  	
  4

  
	
   

  	
  2.1

  	
  Designation and Principal Amount

  	
  4

  
	
   

  	
  2.2

  	
  Maturity

  	
  4

  
	
   

  	
  2.3

  	
  Form, Issuance, Registration of Transfer and Exchange

  	
  4

  
	
   

  	
  2.4

  	
  Payments

  	
  4

  
	
  3.

  	
  Redemption

  	
  5

  
	
   

  	
  3.1

  	
  General

  	
  5

  
	
   

  	
  3.2

  	
  Redemption of the Notes at any time

  	
  5

  
	
   

  	
  3.3

  	
  Redemption of the Notes upon certain tax events

  	
  5

  
	
  4.

  	
  Ranking

  	
   

  	
  5

  
	
  5.

  	
  Form of Notes

  	
  5

  
	
  6.

  	
  Limitation on Liens

  	
  5

  
	
  7.

  	
  Payment of Additional Amounts

  	
  6

  
	
   

  	
  7.1

  	
  Renumbering of Section 1006 of the Base Indenture

  	
  6

  
	
   

  	
  7.2

  	
  Addition to Section 1006 of the Base Indenture

  	
  6

  
	
  8.

  	
  Satisfaction and Discharge

  	
  6

  
	
  9.

  	
  Defeasance

  	
  6

  
	
  10.

  	
  Definition of Officers’ Certificate, Company Request and
  Company Order Amended

  	
  6

  
	
  11.

  	
  Miscellaneous

  	
  6

  
	
   

  	
  11.1

  	
  Issuance of Definitive Securities

  	
  6

  
	
   

  	
  11.2

  	
  Ratification of Base Indenture; Seventh Supplemental
  Indenture Controls

  	
  7

  
	
   

  	
  11.3

  	
  Trustee and Paying Agent Not Responsible for Recitals

  	
  7

  
	
   

  	
  11.4

  	
  Governing Law

  	
  7

  
	
   

  	
  11.5

  	
  Severability

  	
  8

  
	
   

  	
  11.6

  	
  Counterparts

  	
  8

  
	
   

  	
  11.7

  	
  Paying
  Agent and Transfer Agent

  	
  8

  
					



 


Schedule 1


 


1.             Form of 4.625% Senior Note due
2015


 

















 


SEVENTH SUPPLEMENTAL INDENTURE


 


SEVENTH SUPPLEMENTAL INDENTURE
dated as of November 27, 2009 (the Seventh Supplemental
Indenture)


 


AMONG:


 


(1)                                  AEGON N.V., a Netherlands public
company with limited liability (AEGON N.V. or
the Company), having its principal
executive office at AEGONplein 50, 2501 CE, The Hague, The Netherlands;


 


(2)                                  THE BANK OF NEW YORK MELLON TRUST COMPANY, a
national banking association duly organized and existing under the laws of the
United States of America, as trustee (the Trustee) under
the Indenture dated as of October 11, 2001 (the Base Indenture),
among the Company, AEGON Funding Company LLC (AEGON
Funding) and the
Trustee (as successor in interest to Citibank, N.A.), as modified and
supplemented by a supplemental indenture dated as of November 14, 2003, a
second supplemental indenture dated as of June 1, 2005, a third
supplemental indenture dated as of November 23, 2005, a fourth
supplemental indenture dated as of December 12, 2005, a fifth supplemental
indenture dated as of June 28, 2006 and a sixth supplemental indenture
dated as of September 21, 2007 and as shall be further supplemented by
this Seventh Supplemental Indenture (this Seventh Supplemental Indenture together
with the Base Indenture, the Indenture);
and


 


(3)                                  CITIBANK, N.A., through its New York
branch, which has agreed to act as Paying Agent and Transfer Agent hereunder.


 


WHEREAS:


 


(A)                              the
Company, AEGON Funding and Citibank, N.A. executed and delivered the Base
Indenture to provide for the future issuance of its unsecured debentures,
notes, or other evidences of indebtedness authenticated and delivered under the
Base Indenture (the Securities) to
be issued from time to time in one or more series as might be determined under
the Base Indenture, in an unlimited aggregate principal amount, which may be
authenticated and delivered as provided in the Base Indenture;


 


(B)                                the
Trustee is the successor in interest to Citibank, N.A. under the Indenture
pursuant to the terms of the Agreement of Resignation, Appointment and
Acceptance dated as of August 21, 2007 by and among the Company, AEGON
Funding, the Trustee and Citibank, N.A.;


 


(C)                                Section 301
of the Base Indenture permits the terms of any series of Securities to be
established pursuant to a Board Resolution or in one or more indentures
supplemental to the Base Indenture;


 


(D)                               the
Company desires to issue a series of Securities, the terms of which it deems
appropriate to set out in this Seventh Supplemental Indenture;


 


(E)                                 pursuant
to the terms of the Base Indenture, the Company may issue Securities now and
additional Securities of the same or different series at later dates under the
Base Indenture, as established by the Company, and the Company desires to initially
issue $500,000,000 aggregate
principal amount of 4.625% Senior Notes due 2015 (the Notes), the form and substance of such Notes and the terms,
provisions and conditions thereof to be set forth as provided in the Base
Indenture as supplemented by this Seventh Supplemental Indenture;


 


1

















 


(F)                                 pursuant
to Section 301 of the Base Indenture, the Company desires to appoint
Citibank, N.A., through its New York branch, to act as Paying Agent and
Transfer Agent with respect to the Notes;


 


(G)                                the
Notes shall be treated as a separate series of Securities in accordance with
the terms of the Indenture and for all purposes under the Indenture; and


 


(H)                               the
Company has duly authorized the execution and delivery of this Seventh
Supplemental Indenture and requested that the Trustee and the Paying Agent to
execute and deliver this Seventh Supplemental Indenture, and all requirements
necessary to make this Seventh Supplemental Indenture a valid and binding
instrument in accordance with its terms have been done.


 


NOW THEREFORE, in
consideration of the purchase and acceptance of the Notes by the holders
thereof, and solely for the purpose of setting forth, as provided in the
Indenture, the form and substance of the Notes and the terms, provisions and
conditions thereof, the parties hereto hereby agree as follows:


 


1.                                      DEFINITIONS


 


For all purposes of the Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


(a)                                  a
term defined in the Base Indenture and not otherwise defined herein has the
same meaning when used in this Seventh Supplemental Indenture;


 


(b)                                 unless
otherwise specified, a reference to a Section or Article is to a Section or
Article of this Seventh Supplemental Indenture;


 


(c)                                  headings
are for convenience of reference only and do not affect interpretation; and


 


(d)                                 the
following terms have the meanings set forth below for purposes of the Seventh
Supplemental Indenture and the Base Indenture as it relates to the Notes issued
hereunder.


 


Additional Amounts has the meaning
specified in Article 7.


 


Base Indenture has the meaning
specified in the recitals.


 


Business Day means any
calendar day that is not a Saturday, Sunday or legal holiday in New York, New
York, and on which commercial banks are open for business in New York, New
York.


 


Clearstream means
Clearstream Banking société anonyme, Luxembourg.


 


Company has the meaning
specified in the recitals.


 


Comparable Treasury Issue
means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the Notes to be
redeemed.


 


Comparable Treasury Price
means (1) the average of five Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (2) if the Independent Investment Banker obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all
such quotations.


 


DTC means The
Depository Trust Company.


 


2

















 


Euroclear means Euroclear
Bank SA/NV.


 


Exchange Act means the
Securities Exchange Act of 1934, as amended.


 


Indenture has the meaning
specified in the recitals.


 


Independent Investment Banker
means Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated
or Wells Fargo Securities, LLC and their respective successors, or if such
firms are unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by
the Trustee after consultation with the Company.


 


Interest Payment means, in
respect of an Interest Payment Date, the aggregate interest amount for the
Interest Period ending on such Interest Payment Date.


 


Interest Payment Date has
the meaning specified in Section 2.4(c).


 


Interest Period has the meaning
specified in Section 2.4(b).


 


Interest Rate means the
interest rate set forth in Section 2.4(a).


 


Issue Date means November 27,
2009.


 


Notes has the meaning
specified in the recitals.


 


Paying Agent means Citibank,
N.A. as paying agent in relation to the Notes, or its successor or successors
for the time being appointed in accordance with the terms of the Indenture.


 


Reference Treasury Dealer
means (1) each of Citigroup Global Markets Inc., Morgan Stanley &
Co. Incorporated and a Primary Treasury Dealer (as defined below) selected by
Wells Fargo Securities, LLC or their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a Primary Treasury Dealer),
the Company will substitute another Primary Treasury Dealer and (2) any
two other Primary Treasury Dealers selected by the Independent Investment
Banker after consultation with the Company.


 


Reference Treasury Dealer Quotations
means, with respect to each Reference Treasury Dealer and any redemption date,
the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker at 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.


 


Regular Record Date has the meaning
set forth in Section 2.4(c).


 


Remaining Scheduled Payments
means, with respect to each Note to be redeemed, the remaining scheduled
payments of the principal thereof and interest thereon that would be due after
the related date of redemption but for such redemption, provided, however, that,
if that date of redemption is not an Interest Payment Date with respect to such
Notes, the amount of the next succeeding scheduled interest payment thereon
will be reduced by the amount of interest accrued thereon to that date of
redemption.


 


Securities has the meaning
set forth in the recitals.


 


3
















 


Transfer Agent means Citibank,
N.A. as transfer agent in relation to the Notes, or its successor or successors
for the time being appointed in accordance with the terms of the Indenture.


 


Treasury Rate means, with
respect to any redemption date, (1) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or
after the remaining term of the Notes to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury
Issue will be determined and the Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest
month) or (2) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per year equal to the semi-annual equivalent yield-to-maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate will be
calculated on the third Business Day preceding the redemption date.


 


Trustee has the meaning
specified in the recitals.


 


2.                                      GENERAL TERMS AND CONDITIONS OF THE NOTES


 


2.1                               Designation
and Principal Amount


 


The aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture is unlimited.


 


2.2                               Maturity


 


Unless otherwise redeemed in accordance with Section 3,
the principal amount of the Notes shall be due and payable on December 1,
2015.


 


2.3                               Form,
Issuance, Registration of Transfer and Exchange


 


The Notes shall be issued in denominations of $1,000
and integral multiples of $1,000 in fully registered form.


 


Citibank N.A. shall be the Transfer Agent for the
Notes.  The Transfer Agent shall exchange
or register the transfer of the Notes. The holder of a Note may transfer or
exchange a Note in whole or in part by surrendering the Note at the office of
the Transfer Agent and otherwise in accordance with the provisions of Section 305
of the Base Indenture.


 


2.4                               Payments


 


(a)                                  Interest
Rate


 


The interest rate payable in respect of the Notes is
equal to 4.625% per annum (the Interest Rate).


 


(b)                                 Interest
Period


 


4

















 


Subject to the conditions contained in the
Indenture, the Company shall make interest payments in an amount equal to the
interest accrued from (and including) the immediately preceding Interest
Payment Date in respect of which interest has been paid on the Notes or from
(and including) the Issue Date, if no Interest has been paid, to (but
excluding) the next succeeding applicable Interest Payment Date (each, an Interest Period).


 


(c)                                  Interest
Payment Dates; Regular Record Dates


 


Interest on the Notes will be payable semi-annually
in arrears on June 1 and December 1 (the Interest
Payment Dates) of each year, commencing June 1, 2010, to the
persons in whose names the Notes are registered at the close of business on the
preceding May 15 or November 15 (the Regular
Record Dates), as the case may be. 
Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months.  The Company shall
make the Interest Payments on the Notes through the Paying Agent to the person
in whose name the Note is registered on the Regular Record Date.


 


3.                                      REDEMPTION


 


3.1                               General


 


Any redemption made in accordance with this Article 3
shall be made in accordance with Section 1102 through Section 1107
and Section 1109 of the Base Indenture, as applicable.


 


3.2                               Redemption
of the Notes at any time


 


The Company may redeem the Notes in whole or in
part, at its option, at any time and from time to time prior to maturity at a
redemption price equal to the greater of (i) 100% of the principal amount
of the Notes to be redeemed and (ii) the sum of the present values of the
applicable Remaining Scheduled Payments discounted to the date of redemption on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 37.5 basis points, together with, in each
case, accrued interest on the principal amount of the Notes to be redeemed to
the date of redemption.


 


3.3                               Redemption
of the Notes upon certain tax events


 


Section 1109 of the Base Indenture shall apply
to the Notes.


 


4.                                      RANKING


 


The Notes shall be senior unsecured obligations and
rank senior to any subordinated indebtedness of the Company.  The Notes shall be subordinated to all
existing and future secured indebtedness of the Company to the extent of the
assets securing that indebtedness.


 


5.                                      FORM OF NOTES


 


The Notes shall be substantially in the form of
Schedule 1 hereto, which is hereby incorporated into and expressly made a
part of this Seventh Supplemental Indenture.


 


6.                                      LIMITATION ON LIENS


 


The provisions in Section 1009 of the Base
Indenture shall apply to the Notes.


 


5

















 


7.                                      PAYMENT OF ADDITIONAL AMOUNTS


 


The provisions of Section 1006
of the Base Indenture shall apply to all payments in respect of the Notes,
except as provided in this Article 7.


 


7.1                               Renumbering
of Section 1006 of the Base Indenture


 


The Base Indenture shall be amended by deleting the
word “or” at the end of subsection (8) of Section 1006 and by
renumbering the current subsection (9) of Section 1006 as subsection (10) of
Section 1006.


 


7.2                               Addition
to Section 1006 of the Base Indenture


 


The Base Indenture shall be amended by adding the
following subsection (9) to Section 1006:


 


“(9)          any withholding or deduction imposed on a
payment which is required to be made pursuant to a European Union directive on
the taxation of savings or any law implementing or complying with, or
introduced in order to conform to, such directive; or”.


 


8.                                      SATISFACTION AND DISCHARGE


 


The Company covenants and agrees, and each holder of
Notes issued hereunder, by such holder’s acceptance thereof, likewise covenants
and agrees, that all Notes shall be issued as Securities subject to the
provisions of Article 4 of the Base Indenture.


 


9.                                      DEFEASANCE


 


The Company may discharge or defease the Notes in
accordance with Section 1302 of the Base Indenture.


 


10.                               DEFINITION OF OFFICERS’ CERTIFICATE, COMPANY REQUEST AND
COMPANY ORDER AMENDED


 


With regard to the Notes only, the definition of “Officers’
Certificate” in Section 101 of the Base Indenture is hereby amended by
deleting the first occurrence of the word “and” from the second line of the
first sentence of the definition and replacing it with the word “or”.


 


With regard to the Notes only, the definitions of “Company
Request” and “Company Order” in Section 101 of the Base Indenture are
hereby amended by deleting the first occurrence of the word “and” and replacing
it with the word “or”.


 


11.                               MISCELLANEOUS


 


11.1                        Issuance
of Definitive Securities


 


(a)                                  So
long as DTC holds the Global Securities, the Global Securities will not be
exchangeable for definitive Securities of the applicable series of the Notes
unless: (i) DTC notifies the Trustee that it is unwilling or unable to
continue to hold the book-entry Notes or DTC ceases to be a clearing agency
registered under the Exchange Act and the Trustee does not appoint a successor
to DTC which is registered under the Exchange Act within 120 days; or (ii) at
any time following a determination by the Company in its sole discretion that
the Global Securities representing the Notes should be exchanged for definitive
Notes in registered form.


 


6

















 


(b)                                 Each
person having an ownership or other interest in Notes must rely exclusively on
the rules and procedures of DTC, Euroclear or Clearstream as the case may
be, and any agreement with any participant of DTC, Euroclear or Clearstream as
the case may be, or any other securities intermediary through which that person
holds its interest to receive or direct the delivery of possession of any
definitive Note.


 


(c)                                  Any
definitive Notes will be issued in registered form only in denominations of
$1,000 or integral multiples thereof and shall be substantially in the form of
the Global Security included in Schedule I hereto with such insertions,
omissions, substitutions and other variations as appropriate for definitive
securities as evidenced by the execution of such securities. To the extent
permitted by law, the Company, the Paying Agent and the Trustee are entitled to
treat the person in whose name any definitive Note is registered as its
absolute owner.


 


(d)                                 Payments
in respect of definitive Notes will be made to the person in whose name the
definitive Notes are registered as it appears in the register.  Payments will be made in respect of the Notes
by transfer to the holder’s account in New York.


 


(e)                                  If
the Company issues definitive Notes in exchange for Global Securities, DTC, as
holder of the Global Securities, will surrender the Global Securities against
receipt of the definitive Notes, cancel the book-entry notes and distribute the
definitive Notes to the person in the amounts that DTC specifies.


 


(f)                                    If
definitive Notes are issued in the limited circumstances described above, those
definitive Notes may be transferred in whole or in part in denominations of any
whole number of Notes upon surrender of the definitive Notes certificates
together with the form of transfer endorsed on it, duly completed and executed
at the specified office of the Trustee. If only part of a Notes certificate is
transferred, a new Notes certificate representing the balance not transferred
will be issued to the transferor.  Any
transfer of Notes in whole or in part in definitive form may be registered, in
the name or names of persons other than DTC or a nominee thereof.


 


11.2                        Ratification
of Base Indenture; Seventh Supplemental Indenture Controls


 


The Base Indenture, as supplemented by this Seventh
Supplemental Indenture, is in all respects ratified and confirmed. This Seventh
Supplemental Indenture shall be deemed part of the Base Indenture in the manner
and to the extent herein and therein provided. The provisions of this Seventh
Supplemental Indenture shall supersede the provisions of the Base Indenture to
the extent the Base Indenture is inconsistent herewith solely with respect to
the Notes and any other Notes issued hereunder.


 


11.3                        Trustee
and Paying Agent Not Responsible for Recitals


 


The recitals contained herein are made by the
Company and not by the Trustee or Paying Agent, and the Trustee and Paying
Agent assume no responsibility for the accuracy thereof. The Trustee and Paying
Agent make no representation as to the validity or sufficiency of this Seventh
Supplemental Indenture or the Notes. The Trustee shall not be accountable for
the use or application by the Company of the Notes or the proceeds thereof.


 


11.4                        Governing
Law


 


This Seventh Supplemental Indenture and the Notes
shall be governed by and construed in accordance with the laws of the State of
New York.


 


7

















 


11.5                        Severability


 


If any provision in the Indenture or the Notes is
determined to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


 


11.6                        Counterparts


 


The parties may sign any number of copies of this
Seventh Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.  Any signed copy shall be
sufficient proof of this Seventh Supplemental Indenture.


 


11.7                        Paying
Agent and Transfer Agent


 


The parties agree that Citibank, N.A., as Paying
Agent and Transfer Agent, shall be entitled to the benefit of all the rights,
protections, privileges and immunities, as applicable, contained in the
Indenture with respect to the Trustee, as if set forth herein.


 


8

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Seventh Supplemental Indenture to be duly executed as
of the day and year first above written.


 


	
   

  	
  AEGON N.V.,

  
	
   

  	
  as issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ C.M. van Katwijk

  
	
   

  	
   

  	
  Name: C.M. van Katwijk

  
	
   

  	
   

  	
  Title: Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK
  OF NEW YORK MELLON 

  
	
   

  	
  TRUST
  COMPANY, N.A.

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Benita A. Vaughn

  
	
   

  	
   

  	
  Name: Benita A. Vaughn

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK,
  N.A.

  
	
   

  	
  as Paying Agent and Transfer Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Piscitelli

  
	
   

  	
   

  	
  Name: Louis Piscitelli

  
	
   

  	
   

  	
  Title: Vice President

  



 


9
















 


SCHEDULE 1


 


Form of 4.625% Senior Note
due 2015


 


[Face
of Note]


 


THIS NOTE IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A REGISTERED SECURITY, AND NO TRANSFER OF THIS NOTE
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


AEGON
N.V.


 


4.625%
Senior Notes due 2015


 


	
  No.

  	
  [   ]

  
	
  CUSIP

  	
  007924AH6

  
	
  ISIN

  	
  US007924AH66

  



 


AEGON N.V., a limited liability public company
organized and existing under the laws of the Netherlands (herein called the Company, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & Co., or registered assigns, the principal sum of FIVE
HUNDRED MILLION U.S. DOLLARS ($500,00,000) on December 1, 2015 and to pay
interest thereon from November 27, 2009 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 1 and December 1 in each year,
commencing June 1, 2010, at the rate of 4.625% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be May 15
or November 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the holder on such
Regular Record Date and may either be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to holders of Securities
of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.


 


Payment of the principal of (and premium, if
any) and interest, if any, including any payment of Additional Amounts in
accordance with Article 7 of the Seventh Supplemental Indenture, on this Note will
be made at the office or agency of the Company maintained for that purpose in
the corporate trust office of the Trustee in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts or at the option of the Company payment of interest
may be made by check mailed to the address of the person entitled thereto as
such address shall appear in the Security Register.


 


1

















 


Whenever in this Note or in the Indenture there
is a reference, in any context, to the payment of the principal of or interest
on, or in respect of, any Note, such payment shall be deemed to include the
payment of Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect of such payment pursuant to
the provisions hereof or thereof and express mention of the payment of
Additional Amounts (if applicable) in any provision hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.


 


Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.


 


Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual
signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


 


	
   

  	
  AEGON N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  C.M. van Katwijk

  
	
   

  	
  Title: 

  	
  Executive Vice President

  
				



 


 


Attest:


 


This is one of the Notes of the series designated herein and referred to
in the Indenture.


 


Dated: November 27, 2009


 


	
   

  	
  The Bank of New York Mellon Trust

  
	
   

  	
  Company, N.A.

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


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[Reverse of Note]


 


This Note is one of a duly authorized issue of
Securities of the Company (herein called the Notes),
issued and to be issued in one or more series under an Indenture, dated as of October 11,
2001 (herein called the Indenture),
between the Company, AEGON Funding Company LLC and The Bank of New York Mellon
Trust Company, as Trustee and successor in interest to Citibank, N.A. (herein
called the Trustee, which term includes any
successor trustee under the Indenture), as the same has been supplemented and
amended from time to time and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof.


 


If at any time subsequent to the issuance of
the Notes as a result of any change in, or amendment to, the laws or
regulations or rulings of the United States or The Netherlands or any other
nation or government or of any political subdivision thereof or any authority
therein or thereof having power to tax or as a result of any regulations or
rulings or any amendment to or change in the application or official
interpretation of such laws, regulations or rulings, the Company becomes, or
will become, obligated to pay any Additional Amounts and such obligations
cannot be avoided by the Company taking reasonable measures available to it,
the Notes will be redeemable as a whole (but not in part), at the option of the
Company, at any time upon not less than thirty (30) nor more than sixty (60)
days’ notice given to the holders at their principal amount together with
accrued interest thereon, if any, (and any Additional Amounts payable with
respect thereto) to the date fixed for redemption (the Tax Redemption
Date).  In order to effect a
redemption of Notes as described in this paragraph, the Company shall deliver
to the Trustee at least forty-five (45) days prior to the Tax Redemption Date: (i) a
written notice stating that the Notes are to be redeemed as a whole and (ii) an
opinion of independent legal counsel of recognized standing to the effect that
the Company has or will become obligated to pay Additional Amounts as a result
of such change or amendment.  No notice
of redemption may be given earlier than sixty (60) days prior to the earliest
date on which the Company would be obligated to pay such Additional Amounts
were a payment in respect of the Notes then due.  The notice shall additionally specify the Tax
Redemption Date and all other information necessary to the publication and
mailing by the Trustee of notices of such redemption.  The Trustee shall be entitled to rely
conclusively upon the information so furnished by the Company in such notice
and shall be under no duty to check the accuracy or completeness thereof.  Such notice shall be irrevocable and upon its
delivery the Company shall be obligated to make the payment or payments
referred to therein to the Trustee.


 


The Company may redeem the Notes in whole or in part,
at its option, at any time and from time to time at a redemption price equal to
the greater of (i) 100% of the principal amount of the Notes to be
redeemed and (ii) the sum of the present values of the applicable
Remaining Scheduled Payments discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 37.5 basis points, together with, in each case,
accrued interest on the principal amount of the Notes to be redeemed to the
date of redemption.


 


In the event of redemption of this Note in part
only, a new Note or Notes of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the holder hereof upon the
cancellation hereof.


 


The Indenture contains provisions for
defeasance at any time of the entire indebtedness of this Note upon compliance
with certain conditions set forth in the Indenture.


 


If an Event of Default with respect to the
Notes shall occur and be continuing, the principal of the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.


 


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The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the holders of the Securities
of each series to be affected under the Indenture at any time by the Company
and the Trustee with the consent of the holders of a majority in principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Note shall be conclusive and binding upon
such holder and upon all future holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.


 


As provided in and subject to the provisions of
the Indenture, the holder of this Note shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such holder shall
have previously given the Trustee written notice of a continuing Event of
Default with respect to the Notes, the holders of not less than 25% in
principal amount of the Notes at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the holders of a majority in principal
amount of Notes at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.


 


No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of
and any premium and interest on this Note at the times, place and rate, and in
the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to
certain limitations set forth therein, the transfer of this Note is registrable
in the Security Register, upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Note are payable, duly
endorsed by or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Note Registrar duly executed by the holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


 


The Notes are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Notes of this series shall be represented by a Global Security and are
not exchangeable for definitive Notes of this series except in specific circumstances
set forth in the Indenture.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


Prior to due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as
the 


 


2

















 


owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.


 


All terms used in this Note which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


 


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